8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2021

INSTRUCTURE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40647	84-4325548
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6330 SOUTH 3000 EAST SUITE 700
SALT LAKE CITY, Utah		84121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 203-6755

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	INST	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2021, the board of directors (the "Board") of Instructure Holdings, Inc. (the "Company"), upon the recommendation of the Compensation and Nominating Committee of the Board, appointed Lloyd G. Waterhouse as a director of the Company, effective as of that same date. In addition, Mr. Waterhouse was appointed as a member of the Audit Committee of the Board.

Mr. Waterhouse will serve as a Class III director until the Company’s 2024 annual meeting of stockholders. In connection with his appointment, Mr. Waterhouse was granted 19,651 restricted stock units which will vest in three equal installments with one third vesting on the last market trading day immediately prior to each of the Company's 2022, 2023 and 2024 annual meetings of stockholders. Also, as a member of the Board, Mr. Waterhouse will receive an annual retainer of $30,000 payable in quarterly installments and, as a member of the Audit Committee, Mr. Waterhouse will receive an additional annual retainer of $10,000 payable in quarterly installments, such annual retainers to be pro-rated for the first year of service. In addition, Mr. Waterhouse will be reimbursed for reasonable out-of-pocket expenses that he incurs in connection with his services to the Company. The Company intends to enter into its standard form of indemnification agreement with Mr. Waterhouse. The form of indemnification agreement is filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-257473) filed with the Securities and Exchange Commission on June 28, 2021.

The Board has determined that Mr. Waterhouse is independent under the New York Stock Exchange listing standards. There was no arrangement or understanding between Mr. Waterhouse and any other person pursuant to which Mr. Waterhouse was selected as a director, and there are no related party transactions involving Mr. Waterhouse that are reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of a press release announcing Mr. Waterhouse’s appointment, as well as the appointment of Ossa Fisher, which was effective at the time of the Company’s initial public offering and was previously disclosed in the Company’s prospectus filed with the Securities and Exchange Commission on July 23, 2021, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated September 2, 2021
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Instructure Holdings, Inc.
Date:	September 2, 2021	By:	/s/ Matthew A. Kaminer
			Matthew A. Kaminer Chief Legal Officer

EX-99.1

Exhibit 99.1

Instructure Adds Ossa Fisher and Lloyd "Buzz" Waterhouse to its Board of Directors

SALT LAKE CITY — Sep 2, 2021 — Instructure Holdings, Inc. (NYSE: INST), the makers of Canvas, today announced that Ossa Fisher and Lloyd “Buzz” Waterhouse have joined its Board of Directors.

"Instructure is privileged to have a passionate team that includes many education and technology industry trailblazers, and our slate has now grown stronger and more distinguished,” said Steve Daly, Chief Executive Officer of Instructure. “I have the deepest respect for Ossa and Buzz, and am thrilled to have the opportunity to work together to improve education for schools and students around the world.”

Ossa Fisher has been the President and Chief Operating Officer of educational technology company Istation, Inc. since 2019, previously serving as its Chief Operating Officer and Chief Marketing Officer. She was the Senior Vice President of Strategy and Analytics at global dating leader, Match.com. Fisher has over a decade of experience in the Technology, Media and Telecom practices of both Bain & Company and Goldman, Sachs & Co, and in the IT investment division of the World Bank Group. Fisher holds a bachelor’s degree in Economics from Yale University, an M.A. in Education from Stanford University and an M.B.A. from Stanford Graduate School of Business.

As part of her role on the Instructure Board, Fisher is a member of the Audit Committee. Fisher joined the Board effective at the time of Instructure’s initial public offering.

Lloyd “Buzz" Waterhouse is a senior advisor to New Mountain Capital. He was previously the Chief Executive Officer of McGraw-Hill Education, and before that served as Chief Executive Officer and President of Harcourt Education Group, a global education company. From 2001 to 2004, he served as Chief Executive Officer and Chairman of Reynolds and Reynolds Co., a leading provider of integrated solutions to automotive retailers. From May 2010 to February 2016, Waterhouse served on the board of directors of SolarWinds, Inc. Waterhouse holds a B.S. in finance from Pennsylvania State University and an M.B.A. from Youngstown State University.

As part of his role on the Instructure Board, Waterhouse is a member of the Audit Committee. Waterhouse joined the Board on August 31, 2021.

ABOUT INSTRUCTURE

Instructure (NYSE: INST) is an education technology company dedicated to elevating student success, amplifying the power of teaching, and inspiring everyone to learn together. Today the Instructure Learning Platform supports more than 30 million educators and learners around the world. Learn more at www.instructure.com.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential, timing, and examples of any strategic alternatives. These statements are not guarantees of future performance, but are based on management’s expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks, and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from

Exhibit 99.1

any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the risk factors described in the Company’s initial public offering prospectus filed with the Securities and Exchange Commission (the "SEC") on July 23, 2021, and other documents filed with the SEC and could cause actual results to vary from expectations. All information provided in this press release is as of the date hereof and Instructure undertakes no duty to update this information except as required by law.

CONTACTS:

Media Relations:

Maggie Quale

Corporate Communications

Instructure

(831) 325-7943

maggie.quale@instructure.com

​​Investor Relations:

April Scee

Managing Director

ICR, Inc.

(917) 497-8992

april.scee@icrinc.com

XML

Document And Entity Information	Aug. 31, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2021
Entity Registrant Name	INSTRUCTURE HOLDINGS, INC.
Entity Central Index Key	0001841804
Entity Emerging Growth Company	false
Entity File Number	001-40647
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4325548
Entity Address, Address Line One	6330 SOUTH 3000 EAST
Entity Address, Address Line Two	SUITE 700
Entity Address, City or Town	SALT LAKE CITY
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84121
City Area Code	800
Local Phone Number	203-6755
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	INST
Security Exchange Name	NYSE